Willard Dere
Seres TherapeuticsAbout Willard H. Dere, M.D.
Independent director of Seres Therapeutics (MCRB) since July 2017; Age 71. Former SVP and Head of Global Development at Amgen and senior leader at Eli Lilly across clinical pharmacology, regulatory affairs, safety, and development. Academic credentials include B.A. and M.D. from UC Davis; residency at University of Utah; fellowship in endocrinology and metabolism at UCSF. Current roles include Chief Advisor to the CEO/CMO at Angita Bio and Professor Emeritus, University of Utah (since July 2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amgen | SVP, Head of Global Development | 2003–2014 | Led development in multiple therapeutic areas |
| Eli Lilly | Leadership across development, clinical pharmacology, regulatory affairs, safety | 1989–2014 | Led multiple development programs |
| University of Utah Health Sciences | Associate VP for Research; Co-Director CTSA; Co-Director Center for Genomic Medicine | 2014–June 2022 | Translational science leadership |
| University of Utah School of Medicine | Professor Emeritus, Internal Medicine | Since July 2022 | Academic leadership |
| Angita Bio | Chief Advisor to CEO/CMO | Since July 2022 | Clinical leadership advisory |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| BioMarin Pharmaceutical, Inc. | Director | Since 2016 | Not disclosed in proxy |
| Mersana Therapeutics, Inc. | Director | Since 2018 | Not disclosed in proxy |
| Metagenomi, Inc. | Director | Since Aug 2021 | Not disclosed in proxy |
| Ocera Therapeutics; Radius Health | Former Director | Prior service | Not currently serving |
Board Governance
- Class I director nominee in 2025 for term ending 2028; served on Board since July 2017 .
- Independence: Board determined all directors other than the CEO are independent (includes Dr. Dere) .
- Committee assignments:
- Audit Committee member; designated Audit Committee Financial Expert .
- Science & Clinical Development Committee member .
- Audit met 6 times in 2024; Science Committee met 4 times in 2024 .
- Attendance: Each director attended at least 75% of Board/committee meetings in 2024 .
- Board leadership: Independent Chair (Stephen Berenson); separate CEO/Chair roles .
- Policies: Anti-hedging and anti-pledging policy; clawback policy adopted per Nasdaq Rule 10D-1 .
Fixed Compensation (Director Pay Program and 2024 Actuals)
| Component | Policy/Amount | Source |
|---|---|---|
| Annual cash retainer (non-employee director) | $45,000 | |
| Committee fees | Audit member $10,000; Audit Chair $20,000; Science member $7,500; Science Chair $15,000; Comp member $7,500; Comp Chair $15,000; N&CG member $5,000; N&CG Chair $10,000 | |
| Annual equity grant | Option to purchase 60,000 shares (effective Mar 19, 2024 increase); vests by next annual meeting/1 year | |
| Initial equity grant | Option to purchase 120,000 shares upon initial election | |
| Option in lieu of cash | Directors may elect options in lieu of cash fees (grant on July 1; quarterly vesting) | |
| 2024 Compensation – Willard H. Dere | Cash fees: $78,125; Option awards (grant-date FV): $38,748; Total: $116,873 |
Performance Compensation (Equity Mechanics for Directors)
| Element | Metric/Terms | Vesting/Other |
|---|---|---|
| Annual director stock options | Service-based; no performance metrics | Vests in a single installment by next annual meeting or 1-year anniversary; exercise price = FMV on grant date |
| Options in lieu of cash | Converts cash fees into options | Vests quarterly; structured via Black-Scholes value conversion; subject to annual election |
| Plan-level safeguards (2025 Plan) | Director annual comp cap $750k ($1.0m first-year director) | No repricing without shareholder approval; no single-trigger vesting unless awards not assumed in a change in control |
Other Directorships & Interlocks
- Current public boards: BioMarin, Mersana Therapeutics, Metagenomi .
- Compensation Committee interlocks: Company disclosed none in 2024 (Dere not on Comp & Talent Committee) .
- Related-party transactions: Company has significant transactions with Nestlé/SPN and SPN board designee (Dr. Woerle); no indication of Dere involvement in these related-party transactions .
Expertise & Qualifications
- Medical doctor with specialty in internal medicine and endocrinology; extensive clinical development and regulatory experience from Amgen and Eli Lilly .
- Governance: Audit Committee Financial Expert designation; brings risk oversight and financial literacy .
- Academic leadership and translational research background (University of Utah) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 274,746 shares (<1%) | As of Feb 13, 2025 |
| Direct/common shares | 31,746 | |
| Options (exercisable within 60 days) | 243,000 | Included in beneficial ownership |
| Outstanding options (all) | 243,000 options outstanding as of Dec 31, 2024 | Director option inventory table |
| Shares pledged | None disclosed; pledging prohibited by policy | Anti-hedging/anti-pledging policy applies |
| Ownership guidelines | Not disclosed in proxy | — |
Governance Assessment
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Strengths
- Independent director with deep drug development and regulatory experience; designated Audit Committee Financial Expert; sits on Audit and Science committees, supporting both financial and R&D oversight .
- Strong policy framework: anti-hedging/anti-pledging and a compliant clawback policy; no option repricing without shareholder approval under the 2025 Plan; director compensation caps .
- Attendance and engagement: Met required attendance thresholds; committees met regularly (Audit 6x; Science 4x) .
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Watch items / potential investor considerations
- Company-level say-on-pay support was 65% in 2024, indicating some shareholder dissent on compensation; while focused on NEOs, it can signal broader governance scrutiny; monitor board responsiveness in 2025 cycle .
- Significant related-party ecosystem with Nestlé/SPN and SPN board designee (not involving Dere); continue to monitor Audit Committee oversight of related-party transactions and independence assertions .
- Multiple external public boards (BioMarin, Mersana, Metagenomi) imply notable time commitments; however, no attendance concerns disclosed and independence maintained .
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Compensation alignment for director role
- Mix skews to cash retainer plus annual service-vesting options, aligning with shareholder value via equity but without performance metrics (standard for director pay); Dere’s 2024 comp totaled $116,873, within typical small/mid-cap biotech ranges and well below the plan cap .
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Overall view: No director-specific red flags identified for Dere. His audit financial expertise and clinical development background enhance board effectiveness during Seres’ transition (post-VOWST asset sale), while policy safeguards (anti-hedging, clawback, no repricing) support investor confidence. Monitor ongoing related-party governance dynamics with Nestlé and shareholder feedback on compensation practices at the company level .